Terms and Conditions

These Terms and Conditions apply to the sale of products and services purchased from Collaborative Care Diagnostics, LLC doing business as Biomedix (BMX), a Minnesota limited liability corporation. General Terms and Conditions apply to all products and services. For valuable consideration received and acknowledged by the execution of a purchase or service agreement with BMX (Agreement), BMX and you (Client) agree as follows:

SECTION 1. GENERAL

PURCHASE AND ACCEPTANCE: BMX agrees to sell to Client, and Client agrees to purchase from BMX the products and services on the terms and conditions set forth in the signed Agreement. The Agreement will begin on the date when the Agreement is signed by the Client and accepted by BMX (Effective Date). Agreements are not binding on BMX until signed by BMX. Signatures by facsimile and/or in counterparts are binding and fully enforceable. Any change requested by Client to any of the terms and conditions must be in writing and signed by BMX. All products and services will be shipped to Client FOB Shipping Point, with freight prepaid and billed to Client on the invoice. Client promises to pay to BMX without notice or demand the amounts as detailed in the Agreement. Client will make all payments required under the Agreement to BMX or as BMX may specify in writing.
FEES: All fees specified in an Agreement are due and payable to BMX per the Payment Terms of the Agreement. Any other fees and amounts for other products or services shall be due and payable by Client upon receipt of an invoice from BMX. Fees and other amounts paid by Client are non-refundable. If any amount payable to BMX is not paid within 30 days of its due date, (i) Client will pay BMX a late charge not to exceed 10% of the overdue amount or $10, whichever is greater, and (ii) BMX may also, at our option, charge Client interest on the overdue amount at the rate of 1 ½ % per month. Client shall be liable for all expenses incurred by BMX in any collection efforts, including reasonable attorneys’ fees. Any late charge and/or interest chargeable under the Agreement will only apply if permitted by applicable law and if not permitted by applicable law, late charges and/or interest will be calculated at the maximum rate allowed by such law.
MAINTENANCE & SUPPORT: Maintenance and support service plans are available for separate purchase. Plans that include Customer Service will provide Client with support, Monday through Friday, from 7am-6pm, CST, excluding holidays. Support may be rendered by voice, email or remote electronic connection to Client’s installation.
HIPAA: BMX and Client agree to comply with all HIPAA requirements for protecting PHI. BMX and Client agree to enter into such additional agreements as may be reasonably requested by either Party hereto to confirm compliance with the provisions of HIPAA. Client acknowledges that BMX has access and commercial rights to all de-identified information, per HIPAA guidelines, arising from the Agreement for BMX business purposes.
REIMBURSEMENT: When applicable, insurance reimbursement rates represented by BMX are for estimating purposes and have been obtained from sources deemed reliable and are based on current published Medicare guidelines. Reimbursement rate modifications, variations in reimbursement practices from jurisdiction to jurisdiction, and reimbursement practices applied by non-Medicare payment sources are beyond the control of BMX, so actual reimbursement rates and practices available to Client may vary from those used as examples. Client is therefore responsible for the final determination on all matters involving reimbursement.
LIMITATION: It is understood that the obligations of BMX hereunder are subject to the prompt performance by Client of its obligations under this Agreement, including finance and/or other agreements entered into in conjunction therewith. In the event of a delinquency in payment or other default by Client, the obligations of BMX hereunder may be suspended until such time as such delinquency or default has been effectively cured. No claim of set off related to an Agreement shall be available to Client or in any way work to defer or mitigate the obligations of Client to make payments, including finance or lease contracts entered into in conjunction with an Agreement.
GOVERNING LAW: All Agreements shall be governed by the laws of the State of Minnesota (without regard to its choice of law principles or rules) in the United States and the applicable laws of the United States. For the purpose of resolving conflicts related to or arising out of an Agreement, the parties expressly agree that venue shall be in the federal and state courts in the State of Minnesota, and, in addition, the parties hereby expressly consent to the exclusive jurisdiction of the federal and state courts in the State of Minnesota. The parties specifically disclaim application of the United Nations Convention on the International Sale of Goods, 1980.
CONTRACT CANCELLATION: Client may cancel an Agreement within 30 days of placing an order for a cancellation fee equal to 25% of the original order amount. In order to be eligible for product return, the product must be returned to BMX in as good condition as when Client received it, except for ordinary wear and tear, at the address shown on the Agreement or any other place in the United States that BMX determines. Client will pay all expenses of de-installing, crating and shipping, and Client will insure the product for its full replacement value during shipping. If third party financing is provided on Client’s behalf, this return addendum is considered void.
TAXES AND FEES: Client will pay when due, either directly or to BMX upon demand, all taxes, fines and penalties relating to an Agreement or product that are now or in the future assessed or levied by any state, local or other governmental authority. If BMX files personal property, rents, sales, use or other tax returns, Client agrees to reimburse BMX and to pay BMX a fee for making such filings. BMX does not have to contest any taxes, fines or penalties. Client will pay, if applicable, estimated property taxes with each payment due or periodically, as invoiced. Client acknowledges that BMX has not provided Client with any tax or accounting advice regarding the tax or accounting treatment of any transaction.
CREDIT INFORMATION: Client authorizes BMX or an assignee to obtain credit bureau reports, and make other credit inquiries that BMX determines are appropriate at our sole discretion.
CREDIT DISCLOSURE: The Federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex, marital status, age (with certain exceptions); because all or part of the applicant’s income derives from any public assistance program; or because the applicant has in good faith exercised any right under the Consumer Credit Protection Act. The federal agency that administers compliance with this law is the Consumer Financial Protection Bureau (CFPB), P.O. Box 27170, Washington, DC 20038. .
LIMITED PRODUCT WARRANTY: All products supplied to Client, unless otherwise specified in writing, will be subject to the following Limited Product Warranty:
Unless otherwise specified in writing, all diagnostic device products manufactured by BMX are guaranteed to be free from defects in material and workmanship for a period of 1 year from date of purchase. All supplies and system components carry a 90-day limited warranty. If in the judgment of BMX, the product is proven to be defective during the warranty period it will be repaired or replaced with no charge for parts or labor.
This warranty does not cover any product damaged by accident, misuse, abuse or has been altered or repaired by anyone other than an authorized BMX agent. This warranty does not cover any product with a serial number removed, defaced or rendered illegible.

iii. This warranty does not apply to computers, printers, monitors, or other third-party products which may be supplied by BMX for use with BMX products. Computers, printers, monitors, and other third-party products are covered by separate warranties provided by the original equipment manufacturers. The details of these warranties, including registration and extended protection options are included with each computer, printer, monitor, or other third-party product.

THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS AND IS HEREBY LIMITED TO REPAIR OR REPLACEMENT OF PRODUCTS FOUND DEFECTIVE DURING THE WARRANTY PERIOD. AN AUTHORIZED BMX AGENT MUST MAKE ALL REPAIRS. PRODUCTS SENT BY MAIL OR COMMON CARRIER SHOULD BE INSURED AGAINST LOSS OR DAMAGES, AS SUCH LOSS OR DAMAGES ARE NOT COVERED BY THIS WARRANTY.
In-Warranty Service: All freight charges incurred in shipping product to BMX for in-warranty service work are to be paid by BMX. Return freight charges for in-warranty service work are to be paid by BMX and returned to Client via the same method product was received. Client must obtain a Return Materials Authorization (RMA) from the BMX Customer Service Department and perform a data backup prior to shipping.
Non-Warranty Service: Client shall be responsible for costs of shipping, repairs and/or replacement of systems or system components not covered by the Limited Product Warranty. In the event that any product sent to BMX for repair is found to be operational within the described specifications, then Client shall pay to BMX $185 per product as an inspection and testing fee payable immediately upon invoicing. All non-warranty servicing of products performed by BMX, at the request of Client, shall be billed to Client at BMX standard hourly rates and charges in effect at the time such servicing is performed along with any freight charges incurred in returning the product to Client. The current standard service rate is $185 per hour.

vii. Client is responsible for backing up data prior to returning product to BMX. BMX assumes no liability for lost data during repair.

PADNET LOANER DEVICE: If Client is provided a PADnet loaner device due to their PADnet device malfunctioning, Client must return the malfunctioning device, or loaner device, to BMX within 30 days of being emailed the return shipping label. If Client fails to ship the malfunctioning device or loaner to BMX within 30 days of being emailed the return shipping label, Client agrees to pay $18,000 for the PADnet device. When Client receives a repaired or replacement PADnet device back from BMX, Client must return the loaner device to BMX within 30 days of being emailed the return shipping label. If Client fails to ship the loaner device to BMX within 30 days of being emailed the return shipping label, Client agrees to pay $18,000 for the PADnet device.
DISCLAIMERS AND LIMITATION OF LIABILITY: Notwithstanding any other provisions, neither BMX nor Client shall be liable for incidental, indirect, special, exemplary, punitive or consequential damages including, but not limited to, lost profits, savings or revenues of any kind, whether or not such party has been advised of the possibility of such damages. In addition, aggregate liability of BMX from any cause whatsoever shall not in any event exceed the sum of payments received by BMX from Client for goods or services rendered.
INTELLECTUAL PROPERTY: Client acknowledges that BMX is the owner and/or has license to use certain trade secrets, patents, trademarks, copyrights and other intellectual property rights relating to the technology represented in the Agreement and its use (collectively, the “Intellectual Property”). BMX grants to Client a personal, non-transferable, non-sublicensable, non-exclusive sublicense to use the Intellectual Property only for providing clinical services using the Intellectual Property as contemplated herein. The term of this sublicense shall extend only for so long as this Agreement is in force. Nothing in this Agreement shall restrict BMX from extending similar licenses to any other third parties. During the Term and at all times thereafter, Client agrees not to use the Intellectual Property in association with equipment or written materials obtained from other parties and agrees not to use equipment or written materials obtained from other parties in a manner that would infringe upon the Intellectual Property.

p. MISCELLANEOUS: Client authorizes BMX to place into an Agreement or other appropriate documentation of our choice the serial number(s) of products. If BMX delays or fails to enforce any of our rights, we will still be entitled to enforce those rights at a later time. If a court finds any provision of an Agreement unenforceable, Client agrees that the rest of the Agreement will still be enforceable. All BMX rights and indemnities will survive the termination of an Agreement. If Client does not perform any of its obligations, BMX has the right, but not the obligation, to take any action or pay any amounts that we believe are necessary to protect our interests. BMX shall not be in breach of an Agreement in the event we are unable to perform any of our obligations under the Agreement as a result of natural disaster, pandemic, fire, weather, war, terrorism, emergency conditions, labor strife, the inoperability of the Internet, the inability to obtain supplies, or other reasons or conditions beyond our reasonable control. All Agreements have been prepared in English, and English is the controlling language with respect to all matters concerning BMX Agreements. Any and all notices or communications must be in English. Injunctive or other equitable relief shall be a remedy available to BMX in the event of a breach of any provision by the Client; but such remedy shall not be the exclusive remedy available to BMX. Regardless of any statute or law to the contrary, any claim or cause of action Client may have that arises out of, or is related to an Agreement must be filed within two (2) years after such claim or cause of action arose or be forever barred. Any notices required or permitted to be given to BMX shall be sufficient if in writing and personally delivered, sent by certified mail, or sent by express courier (by nationally recognized courier) to: Biomedix, 860 Blue Gentian Road, Suite 195, St. Paul, Minnesota 55121. Any notices required or permitted to be given to Client shall be sufficient if sent by email to the email address provided by Client, or by regular mail at the address provided by Client or at the address maintained by BMX within the Client’s account. Client shall not, without the prior written consent of BMX, assign its rights or delegate its duties. The waiver of any provision or the breach of any provision by BMX shall not be effective unless made in writing. Any waiver by BMX of any provision or the breach of any provision shall not operate as or be construed to be a continuing waiver of the provision or the breach of the provision. In the event Client initiates any action against BMX and Client does not substantially prevail in such action, Client shall be liable for the reasonable attorneys’ fees incurred by BMX in connection with such action.

SECTION 2. PADNET PRODUCTS & SERVICES

HARDWARE DELIVERY: Delivery of PADnet products shall be made to the address Client indicated in the Agreement or in writing by an authorized Client representative.
TERM: Except to the extent (if any) otherwise provided in this Agreement, the Service Plan of this Agreement will be automatically extended, unless either party gives the other notice of non-extension at least three (3) months before the then-current expiration date. The same billing arrangements will apply (e.g. if a credit card was used for the initial transaction, the same credit card will be charged on the expiration date). Please contact info@biomedix.comfor a complete description of this service plan as well as other service plan options.
ACTIVATION, INSTALLATION AND TRAINING: When applicable (training is often sold separately or incorporated into an Agreement) and in consideration of Client’s agreement to comply with the terms provided, BMX will assign a Clinical Specialist to provide no less than 2 hours of training for the designated personnel of Client in the use of the applicable product. All virtual trainings may be rescheduled on or before the day of the scheduled training without any additional charge to Client. A no-show fee of $185 will be charged for any scheduled training session that is not canceled the day before the scheduled training. Training shall take place at a mutually agreeable time following a) execution of an Agreement, b) payment of all amounts which may be due prior to installation and c) execution of an Agreement and financing documents if applicable. Any PADnet Service included with the initial purchase will begin on the Effective Date.
SOFTWARE MAINTENANCE AND SUPPORT: During the initial term detailed in the Agreement, BMX will license to Client software updates, at no additional charge, for updates applicable to their specific PADnet device. Client will be provided with support as detailed in Section 1 General (Maintenance and Support) of these Terms and Conditions.
CLIENT RESPONSIBILITY: Onsite service calls are not included, but will be made available to Client at additional cost. Onsite service charges are billed out in one day increments at a rate of $3,500 per training session. This rate will be honored for the initial term of the Agreement. Client shall remain responsible for maintaining Internet access and support services related thereto. Client will not modify the PADnet product or software without the prior written permission of BMX. As used herein, modification includes installation of non-BMX approved applications. BMX will not be responsible for maintaining Client modified PADnet product or software. BMX recommends that Client install virus protection and use dedicated computers and Internet access exclusively for PADnet testing. BMX bears no responsibility for service interruption or corrupted PADnet data due to circumstances beyond our control, including, but not limited to, computer viruses, use of the PADnet computer for non-PADnet activity and/or interruption of Client provided Internet access service.
WEBSITE: During the term of this Agreement, BMX will maintain PADnet data warehousing and Web site for facilitating the transmission of test data and impressions between Client and a designated vascular specialist. Protected Health Information (“PHI”) transmitted using this site will be maintained by BMX according to HIPAA rules, regulations and guidelines.

g. LEASE AGREEMENT TERMS & CONDITIONS: Lease Agreements shall commence on the Agreement Date and the Term will begin on the first day of the month immediately following the date the leased product was shipped. Client shall pay BMX Lease Payments as noted on the Agreement by the first day of each calendar month during the Term of the Agreement. Unless otherwise stated in the Agreement, the first and last Lease Payment, along with security deposit,shall be paid by Client to BMX at the time of signing the Agreement along with the applicable deposit amount. The replacement cost for a lost or broken PADnet Xpress sensor is $1,500.

In the event Client fails to make a Lease Payment within ten (10) days of its due date or otherwise violates the provisions of the capital lease agreement, BMX may exercise all of the rights of a secured lender and terminate a Lease Agreement including, without limitation, obtaining a return of the Lease Equipment. In the event of termination, Client shall remain obligated for the unpaid Lease Payments which shall immediately accelerate and be due and payable. Client shall be responsible for interest on any amounts due at the rate of one and one-half percent (1 ½ %) per month or such lower rate as required by law and be responsible for all collection costs including reasonable attorneys’ fees.

OPERATING LEASES AND RENTALS: As part of operating lease and rental agreements (excluding capital leases), BMX shall retain ownership of leased or rented product and reserves the right to make Uniformed Commercial Code (“UCC”) filings on the applicable equipment and technology. BMX shall maintain leased or rented equipment in good repair and operating condition and shall perform routine maintenance and repair as required, at no additional cost to Client. When Client identifies a problem with equipment under an operating lease or rental arrangement with BMX, BMX shall, at BMX’s option, repair or replace the relevant equipment within ten (10) business days following telephone, facsimile or written notice from Client, with the exception of leased or rented equipment requiring special handling, which shall be repaired or replaced at BMX’s option within a reasonable time period after receipt of notice from Client. For the purposes of this section, 1 PM Central time shall be considered the cut-off time for notification of issues concerning equipment covered under an operating lease or rental arrangement with BMX. Any notification received after that time shall be counted as the next business day. If BMX chooses to replace non-functioning leased or rented equipment covered under this arrangement, Client shall, at BMX’s expense, return the nonfunctioning leased or rented equipment to the service center designated by BMX within three (3) business days of receiving such notice from BMX. The maintenance and repair/replacement obligation above shall not apply to any damaged or inoperable leased or rented equipment damaged by the actions of Client, including negligence or intentional damage to the leased or rented equipment by Client or its employees. BMX, its employees, agents and designees may, during regular business hours, or some other agreed upon time, enter Client’s premises where the leased or rented equipment is kept to test, inspect and service the applicable equipment.
CAPITAL LEASE BUY OUT RIGHTS: If Client is not in default and an alternative arrangement has not been agreed to in writing, equipment under capital lease arrangements can be purchased for $2,000 at the end of the Agreement. This buyout arrangement is not applicable to equipment under operating lease or rental arrangements.

SECTION 3. NOTICE OF PRIVACY PRACTICE

HOW WE MAY USE AND DISCLOSE PHI ABOUT YOUR PATIENTS: If a Client contacts us with a request to access archived tests that are no longer available through our secure Web site, and Client’s account is in good standing, we will seek to locate the archived tests from our secure offline data warehouse and provide the requested data to the requesting Client. If anyone else, including the patient, contacts us for PHI, we will refer them to contact the relevant Covered Entity for that information.
CHANGES TO THIS NOTICE: We reserve the right to change this Notice. We reserve the right to make the revised or changed Notice effective for health information we already have about you as well as any information we receive in the future. We will post a copy of the current Notice in the Terms & Conditions page of our Web site.
COMPLAINTS: If you believe your privacy rights have been violated, you may file a complaint with Biomedix or with the Secretary of the Department of Health and Human Services. To file a complaint with Biomedix, contact Biomedix, Attn: Quality Manager, 860 Blue Gentian Road, Suite 195, St. Paul, Minnesota 55121. All complaints must be submitted in writing. You will not be penalized for filing a complaint.
REPORTING: If you believe your account security has been compromised, you have a responsibility to report the incident to Biomedix. To file a report with Biomedix, contact Biomedix, Attn: Quality Manager, 860 Blue Gentian Road, Suite 195, St. Paul, Minnesota 55121. All complaints must be submitted in writing, please download and fill out the Security Incident Response form. You will not be penalized for filing a report, and may submit a report anonymously.

Access to the program is privileged, it is the responsibility of each user to keep all access credentials (logins, passwords, etc.) confidential, and to report any breach of this confidentiality to Biomedix either over the phone or in writing.

Version: Terms and Conditions Rev Q May 20, 2025